Dissolved Entities. On or prior to the date which is thirty (30) days following the Closing Date, file all reports and take all other actions reasonably required in order to reinstate the valid existence of the Dissolved Entities under all applicable laws of their respective jurisdictions of organization.
Dissolved Entities. On October 27, 2015, the Borrower dissolved Era Canada LLC, Era Flightseeing LLC and Era Helicopter Services LLC (the “Dissolution”), each a Delaware limited liability company and a Security Party (each, a “Dissolved Entity” and collectively, the “Dissolved Entities”). The Borrower hereby represents and warrants that the Dissolved Entities did not have any material assets or liabilities. At the request of the Borrower, effective as of the date of the Dissolution at 12:01 a.m. in the earliest relevant time zone, the Majority Lenders hereby (or, as applicable, the Administrative Agent, with the consent of the Majority Lenders, hereby) (i) consent to the Dissolution of the Dissolved Entities and to the Borrower not preserving the existence of the Dissolved Entities, (ii) deem satisfied hereby any notice requirement of Section 10.01(a)(iv)(a) as it related thereto, (iii) release, automatically and without further action, each Dissolved Entity from its obligations under all Security Documents to which it is a party, including, without limitation, the Guaranty and the Security Agreement, (iv) release, automatically and without further action, all Liens on the Equity Interests of each Dissolved Entity granted to or held by Administrative Agent (on behalf of the Creditors) under the Loan Documents, (v) release, automatically and without further action, all Liens on any property of each Dissolved Entity granted to or held by Administrative Agent (on behalf of the Creditors) under the Loan Documents, (vi) authorize the Borrower, or its designee, to file the UCC-3 termination statements attached hereto as Annex A to terminate (A) financing statement number 2011 4937739 filed against Era Canada LLC on December 22, 2011 with the Delaware Department of State, (B) financing statement number 2011 4937846 filed against Era Flightseeing LLC on December 22, 2011 with the Delaware Department of State and (C) financing statement number 2011 4938356 filed against Era Helicopter Services LLC on December 22, 2011 with the Delaware Department of State and (vii) agree to authorize, execute and/or deliver to the Borrower, at its request and expense, such additional documents, instruments or releases (all of which shall be without recourse or warranty to the Administrative Agent or the Lenders and otherwise in form and substance reasonably satisfactory to the Administrative Agent) as the Borrower may reasonably request to further evidence the foregoing releases.
